PPG Issues Statement
PITTSBURGH–(BUSINESS WIRE)–$PPG #PPG–PPG (NYSE:PPG) today issued the following statement in connection with
its proposal to AkzoNobel (AKZA.AS:AKZOY) to form a combined company:
PPG has listened carefully to AkzoNobel’s new strategic plan, and we
continue to believe in the merits of combining the two companies. PPG
believes that AkzoNobel’s new strategic plan will be more risky and
create more uncertainty for AkzoNobel stakeholders including employees
and pensioners, as Akzo’s revised strategy would create two smaller,
unproven companies and result in additional restructuring.
PPG has a proven, demonstrated record of executing on strategic actions
and driving performance and growth, and we continue to believe that a
combination of PPG and AkzoNobel is in the best interest of all
stakeholders. The combined company will be much better positioned to
take advantage of the opportunities in our markets and deliver superior
shareholder returns.
PPG’s proposal would create more value, as it provides an immediate cash
payout far in excess of AkzoNobel’s special dividend and is supplemented
with PPG shares. PPG has a proven track record of delivering superior
shareholder returns over the last 5-year and 10-year periods, and we
believe past performance remains the best predictor of future
performance.
By listening to our shareholders and delivering innovative products that
enable our customers to be more successful, PPG has consistently
delivered value in excess of the S&P 500 average. We have not heard
anything today that changes our belief in the value of combining the two
companies, and now is the time for a complete review and full
consideration of our compelling proposal to combine PPG and AkzoNobel.
We will be stronger together.
To view the previous announcements related to PPG’s proposal to discuss
a combination with AkzoNobel, click
here. To learn more about PPG, visit www.ppg.com.
This announcement does not constitute an offer, or any solicitation
of any offer, to buy or subscribe for any securities. Any offer will be
made only by means of an offer memorandum. This announcement is not for
release, publication or distribution, in whole or in part, in, into or
from, directly or indirectly, any other jurisdiction in which such
release, publication or distribution would be unlawful.
PPG Overview and its History and Commitment in the Netherlands
PPG: WE PROTECT AND BEAUTIFY THE WORLD™
PPG is a leading global supplier of paints, coatings and specialty
materials. PPG has annual revenues of approximately $15 billion and a
current market capitalization of approximately $27 billion. Over $4.1
billion of PPG’s annual revenues is in Europe, with approximately $360
million in annual revenues in the Netherlands, where PPG has a deep
commitment and a long history in the country, dating back nearly 300
years.
Today, PPG employs more than 45,000 employees worldwide, with nearly
1,000 in the Netherlands and another 14,000 across the rest of the
Europe, Middle East and Africa region. PPG operates over 150 plants
globally, including 45 plants across 15 countries in Europe, with
facilities in Tiel, Delfzijl, Amsterdam, Uithoorn and Den Bosch in the
Netherlands.
At PPG, employees work every day to develop and deliver the paints,
coatings and materials that customers trust to protect and beautify
their products. Through dedication and creativity, PPG employees solve
their customers’ biggest challenges, collaborating closely to find the
right path forward.
PPG serves the construction, consumer products, industrial and
transportation markets and aftermarkets. Ranked No. 182 in the FORTUNE
500, PPG was named Fortune’s most admired company in the chemicals
sector in 2017.
Every day, PPG collaborates with employees and community partners to
make its vision of bringing color and brightness to communities a
reality. PPG dedicates its financial resources, products and its
passionate employee volunteers to address the needs of communities and
to help transform and brighten lives.
In 2016, PPG supported hundreds of community organizations across 25
countries. PPG’s signature program is its COLORFUL COMMUNITIES™
initiative, which increases its commitment to invest in communities and
supports projects that transform community spaces, providing PPG
volunteers and donated PPG products. Since the program’s launch, PPG
employee volunteers completed nearly 60 Colorful Communities projects,
positively impacting 1.8 million people. This included 15 projects in
Europe, including the beautification of the Amsta Karaad residential
care facility in Amsterdam. PPG has approximately 80 Colorful
Communities projects planned for 2017, with more than 15
identified within Europe.
PPG also has been a significant financial contributor to the NEMO
Science Center in Amsterdam, and the company matches employee charitable
contributions in the Netherlands and across Europe in addition to our
U.S. and Canada operations.
PPG will soon be reporting in its 2016 Sustainability Report that since
2012, the company has reduced its waste disposal intensity by 11 percent
and reduced its greenhouse gas intensity by 29 percent, to mention just
two of its accomplishments. PPG’s sustainability efforts and activities
have been recognized worldwide, including in 2015, when Fiat Chrysler
Automobiles Group named PPG its “Sustainability Supplier of the Year”
for the Europe, Middle East and Africa region.
To learn more about PPG, visit www.ppg.com.
Forward-Looking Statements
This press release contains certain statements about PPG Industries,
Inc. (“PPG”) that are “forward-looking statements” within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995. These matters
involve risks and uncertainties as discussed in PPG’s periodic reports
on Form 10-K and Form 10-Q, and its current reports on Form 8-K, filed
from time to time with the Securities and Exchange Commission. The
forward-looking statements contained in this press release include
statements about PPG’s future financial and stock price performance and
the proposal made by PPG on March 20, 2017 to discuss a combination
(“Proposed Combination”) with Akzo Nobel N.V. (“AkzoNobel”), and the
expected benefits of the Proposed Combination for PPG, AkzoNobel and
their respective stakeholders, including but not limited to
shareholders. This proposal was rejected by the Boards of AkzoNobel. It
remains uncertain as to whether AkzoNobel will cooperate with PPG
regarding PPG’s proposal for the Proposed Combination and whether
AkzoNobel’s management or supervisory boards will endorse the proposal.
Without limitation, any statements preceded or followed by or that
include the words “targets,” “plans,” “believes,” “expects,” “intends,”
“will,” “likely,” “may,” “anticipates,” “estimates,” “projects,”
“should,” “would,” “could,” “positioned,” “strategy,” “future,” or
words, phrases or terms of similar substance or the negative thereof,
are forward-looking statements. These statements are based on the
current expectations of the management of PPG and are subject to
uncertainty and to changes in circumstances and involve risks and
uncertainties that could cause actual results to differ materially from
those expressed or implied in such forward-looking statements. In
addition, these statements are based on a number of assumptions that are
subject to change. However, it is not possible to predict or identify
all such factors. Consequently, while the list of factors presented here
is considered representative, no such list should be considered to be a
complete statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the realization
of forward-looking statements. Forward-looking statements included
herein are made as of the date hereof, and PPG undertakes no obligation
to update publicly such statements to reflect subsequent events or
circumstances.
Additional Information About the Proposed Transaction and Where to
Find It
An agreement in respect of the Transaction described in this press
release has not yet been executed, and this press release is neither an
offer to sell securities, a solicitation of a proxy, nor a substitute
for a registration statement or proxy statement or other filings that
may be made with the SEC. Any proxy solicitation of PPG’s shareholders
will be made through materials filed with the Securities and Exchange
Commission (“SEC”) and no offer of securities to U.S. security holders
or holders of ADRs representing AkzoNobel shares shall be made except by
means of a prospectus meeting the requirements of the Securities Act of
1933, as amended. Should an agreement with respect to the Transaction be
reached, PPG expects to file relevant materials with the SEC, including
a registration statement on Form S-4 and a proxy statement. Investors
and security holders are urged to read all relevant documents filed with
the SEC (if and when they become available), including the prospectus
and proxy statement, because they will contain important information
about the Transaction. Investors and security holders will be able to
obtain these documents (if and when available) free of charge at the
SEC’s website www.sec.gov,
or from PPG’s Investor Center website investor.ppg.com.
Participants in the Solicitation
This press release is neither a solicitation of a proxy nor a substitute
for any proxy statement or other filings that may be made with the SEC.
Nonetheless, PPG and its affiliates and their directors and executive
officers and certain employees may be deemed to be participants in the
solicitation of proxies from the holders of PPG common stock with
respect to the Transaction. Information about such parties and a
description of their interests are set forth in PPG’s 2016 Annual
Report. Additional information regarding the interests of such
participants will also be included in the materials that PPG would file
with the SEC in connection with a Transaction. These documents (if and
when available) may be obtained free of charge from the SEC’s website www.sec.gov or
PPG’s Investor Center website investor.ppg.com.
We protect and beautify the world, Colorful Communities and
the PPG Logo are trademarks and registered trademarks of PPG
Industries Ohio, Inc.
Contacts
PPG Media Contact:
Corporate Communications
Bryan Iams,
+1-412-434-2181
bryan.iams@ppg.com
or
PPG
Investor Contact:
Investor Relations
Scott Minder,
+1-412-434-3466
sminder@ppg.com
investor.ppg.com
